Sec Form 4 Filing - LIGHTSPEED VENTURE PARTNERS VIII LP @ Nutanix, Inc. - 2016-10-05

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person LIGHTSPEED VENTURE PARTNERS VIII LP 2. Issuer Name and Ticker or Trading Symbol Nutanix, Inc. [ NTNX] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 2200 SAND HILL ROAD 3. Date of Earliest Transaction (MM/DD/YY) 10/05/2016 (Street) MENLO PARK, CA94025 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock 10/05/2016 C 17,626,757 A 18,061,872 D ( 5 ) Common Stock 10/05/2016 C 10,352,222 A 10,352,222 I See footnote ( 6 ) Common Stock 10/05/2016 J( 7 ) 18,061,872 D 0 D ( 5 ) Common Stock 10/05/2016 J( 7 ) 10,352,222 D 0 I See footnote ( 6 ) Common Stock 10/05/2016 J( 7 ) 190,363 D 0 I See footnote ( 8 )

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Series A Convertible Preferred Stock ( 1 ) 10/05/2016 C 11,139,598 ( 1 ) ( 1 ) Common Stock 11,139,598 $ 0 0 D ( 5 ) Series A Convertible Preferred Stock ( 1 ) 10/05/2016 C 6,542,304 ( 1 ) ( 1 ) Common Stock 6,542,304 $ 0 0 I See footnote ( 6 ) Series B Convertible Preferred Stock ( 2 ) 10/05/2016 C 3,707,948 ( 2 ) ( 2 ) Common Stock 3,707,948 $ 0 0 D ( 5 ) Series B Convertible Preferred Stock ( 2 ) 10/05/2016 C 2,177,683 ( 2 ) ( 2 ) Common Stock 2,177,683 $ 0 0 I See footnote ( 6 ) Series C Convertible Preferred Stock ( 3 ) 10/05/2016 C 2,347,024 ( 3 ) ( 3 ) Common Stock 2,347,024 $ 0 0 D ( 5 ) Series C Convertible Preferred Stock ( 3 ) 10/05/2016 C 1,378,411 ( 3 ) ( 3 ) Common Stock 1,378,411 $ 0 0 I See footnote ( 6 ) Series D Convertible Preferred Stock ( 4 ) 10/05/2016 C 432,187 ( 4 ) ( 4 ) Common Stock 432,187 $ 0 0 D ( 5 ) Series D Convertible Preferred Stock ( 4 ) 10/05/2016 C 253,824 ( 4 ) ( 4 ) Common Stock 253,824 $ 0 0 I See footnote ( 6 ) Class B Common Stock ( 7 ) 10/05/2016 J( 7 ) 18,061,872 ( 9 ) ( 9 ) Class A Common Stock 18,061,872 $ 0 18,061,872 D ( 5 ) Class B Common Stock ( 7 ) 10/05/2016 J( 7 ) 10,352,222 ( 9 ) ( 9 ) Class A Common Stock 10,352,222 $ 0 10,352,222 I See footnote ( 6 ) Class B Common Stock ( 7 ) 10/05/2016 J( 7 ) 190,363 ( 9 ) ( 9 ) Class A Common Stock 190,363 $ 0 190,363 I See footnote ( 8 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other LIGHTSPEED VENTURE PARTNERS VIII LP 2200 SAND HILL ROAD MENLO PARK, CA94025 X Lightspeed Ultimate General Partner VIII, Ltd. 2200 SAND HILL ROAD MENLO PARK, CA94025 X Lightspeed General Partner VIII, L.P. 2200 SAND HILL ROAD MENLO PARK, CA94025 X Lightspeed Ultimate General Partner VII, Ltd. 2200 SAND HILL ROAD MENLO PARK, CA94025 X Lightspeed General Partner VII, L.P. 2200 SAND HILL ROAD MENLO PARK, CA94025 X Lightspeed Venture Partners VII, L.P. 2200 SAND HILL ROAD MENLO PARK, CA94025 X Eggers Barry 2200 SAND HILL ROAD MENLO PARK, CA94025 X Nieh Peter 2200 SAND HILL ROAD MENLO PARK, CA94025 X SCHAEPE CHRISTOPHER J 2200 SAND HILL ROAD MENLO PARK, CA94025 X Signatures /s/ Ravi Mhatre, director of Lightspeed Ultimate General Partner VIII, Ltd. 10/05/2016 Signature of Reporting Person Date /s/ Ravi Mhatre, director of Lightspeed Ultimate General Partner VIII, Ltd., the sole general partner of Lightspeed General Partner VIII, L.P. 10/05/2016 Signature of Reporting Person Date /s/ Ravi Mhatre, director of Lightspeed Ultimate General Partner VIII, Ltd., the sole general partner of Lightspeed General Partner VIII, L.P., the sole general partner of Venture Partners VIII, L.P. 10/05/2016 Signature of Reporting Person Date /s/ Ravi Mhatre, director of Lightspeed Ultimate General Partner VII, Ltd. 10/05/2016 Signature of Reporting Person Date /s/ Ravi Mhatre, director of Lightspeed Ultimate General Partner VII, Ltd., the sole general partner of Lightspeed General Partner VII, L.P. 10/05/2016 Signature of Reporting Person Date /s/ Ravi Mhatre, director of Lightspeed Ultimate General Partner VII, Ltd., the sole general partner of Lightspeed General Partner VII, L.P., the sole general partner of Venture Partners VII, L.P. 10/05/2016 Signature of Reporting Person Date /s/ Barry Eggers 10/05/2016 Signature of Reporting Person Date /s/ Peter Y. Nieh 10/05/2016 Signature of Reporting Person Date /s/ Christopher J. Schaepe 10/05/2016 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The Series A convertible preferred stock automatically converted into common stock on a 1:1 basis immediately prior to the completion of the Issuer's initial public offering of Class A common stock (the "IPO") and had no expiration date. ( 2 )The Series B convertible preferred stock automatically converted into common stock on a 1:1 basis immediately prior to the completion of the IPO and had no expiration date. ( 3 )The Series C convertible preferred stock automatically converted into common stock on a 1:1 basis immediately prior to the completion of the IPO and had no expiration date. ( 4 )The Series D convertible preferred stock automatically converted into common stock on a 1:1 basis immediately prior to the completion of the IPO and had no expiration date. ( 5 )The shares are held of record by Lightspeed Venture Partners VIII, L.P. ("Lightspeed VIII"). Lightspeed Ultimate General Partner VIII, Ltd. ("LUGP VIII") is the sole general partner of Lightspeed General Partner VIII, L.P., which serves as the sole general partner of Lightspeed VIII. Barry Eggers, Ravi Mhatre, Peter Y. Nieh and Christopher J. Schaepe, the directors of LUGP VIII, share voting and dispositive power with respect to the shares held of record by Lightspeed VIII. Each reporting person disclaims beneficial ownership of such shares except to the extent of his or its pecuniary interest therein. ( 6 )The shares are held of record by Lightspeed Venture Partners VII, L.P. ("Lightspeed VII"). Lightspeed Ultimate General Partner VII, Ltd. ("LUGP VII") is the sole general partner of Lightspeed General Partner VII, L.P., which serves as the sole general partner of Lightspeed VII. Messrs. Eggers, Mhatre, Nieh and Schaepe, the directors of LUGP VII, share voting and dispositive power with respect to the shares held of record by Lightspeed VII. Each reporting person disclaims beneficial ownership of such shares except to the extent of his or its pecuniary interest therein. ( 7 )Following the conversion of each series of the Issuer's convertible preferred stock into common stock and immediately prior to the completion of the IPO, each share of common stock was reclassified into one share of Class B common stock in an exempt transaction pursuant to Rule 16b-7. ( 8 )The shares are held of record by Lightspeed Venture Partners Select, L.P. ("Lightspeed Select"). Messrs. Eggers, Mhatre, Nieh and Schaepe are four of the six directors of the ultimate general partner of Lightspeed Select and share voting and dispositive power with respect to the shares held of record by Lightspeed Select. Each reporting person disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein. ( 9 )Each share of Class B c ommon stock is convertible at any time at the option of the holder into one share of Class A common stock. In addition, each share of Class B common stock will convert automatically into one share of Class A common stock upon (i) the date specified by affirmative vote or written consent of the holders of at least 67% of the outstanding shares of Class B common stock, (ii) any transfer, whether or not for value, subject to certain limited exceptions, (iii) the death of a natural person (including shares held by his or her permitted estate planning entities holding Class B common stock), or (iv) October 5, 2033.

Remarks: Mr. Mhatre is a director of the Issuer and files a separate report on Form 4 with respect to his beneficial ownership of Issuer securities held by the Lightspeed entities.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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